French v. Teschemaker

Citations

• 24 Cal. 518

Syllabus

<p>Construction of Constitution.—Constitutions, like statutes and private instruments, must be so construed, if possible, as to give some force and effect to each of their provisions.</p> <p>Stockholders of Corporations—Personal Liability of.—Section thirty-six of Article IV of the Constitution, relating to the liability of the stockholders of corporations for corporate debts, is not self-executing, nor does it contain within its own terms a rule of conduct broad enough to embrace and definitely settle every question that may arise touching the individual and personal liability which it imposes upon the stockholders.</p> <p>Same.—Legislation is necessary to give practical effect to said clause in the Constitution, and without the aid of legislation it is inoperative.</p> <p>Same—Power of Legislature.—The Legislature has the power to say, not that the stockholder shall not be liable for any of the debts of the corporation, but that he shall be liable for his portion, and what that portion shall be.</p> <p>Same.—The Legislature must also impose the same rate of liability upon all stockholders, and the law must operate alike upon all corporations.</p> <p>Corporations—Power of Legislature.—An Act of the Legislature authorizing the formation of corporations, without attaching to the stockholders an individual liability, would be unconstitutional, and the persons organized under such an Act would acquire none of the rights of a corporation.</p> <p>Statute—Part Unconstitutional.—A provision or section of an Act which is unconstitutional, but independent, and does not enter into the general object and purpose of the Act, and may be stricken out without prejudice to the general intent and design of the Act, does not vitiate those portions of the Act which are constitutional.</p> <p>Municipal Corporations—Power to Subscribe Stock.—Municipal corporations have no power to subscribe to the stock of private corporations without being authorized so to do by the Legislature.</p> <p